How to Prepare a List of Founding Members for Incorporated Trustees Registration - A Definitive Guide for Nigerian Non-Profits 2026

Understanding Incorporated Trustees in Nigeria

Welcome to BusinessHelp CONSULT, your trusted partner in navigating the complexities of business and non-profit registration in Nigeria. One of the most common enquiries we receive relates to the establishment of non-profit organisations, often registered as Incorporated Trustees (IT) under Part C of the Companies and Allied Matters Act (CAMA) 2020. This guide will walk you through the essential process of preparing a robust and compliant list of founding members, also known as trustees, for your organisation.

What is an Incorporated Trustee?

An Incorporated Trustee is a legal entity established for non-profit purposes. This means it is not set up to make profits for its members but rather to achieve specific charitable, religious, educational, social, cultural, or professional objectives. Examples include churches, mosques, charities, foundations, clubs, associations, and non-governmental organisations (NGOs).

Why is the List of Founding Members So Crucial?

The founding members, or trustees, are the backbone of your Incorporated Trustee organisation. They are the individuals entrusted with the management of the organisation's affairs, assets, and liabilities. Their integrity, commitment, and adherence to the organisation's objectives are paramount. The Corporate Affairs Commission (CAC) places significant emphasis on the suitability of these individuals during the registration process because they hold a fiduciary duty – a legal and ethical relationship of trust – to the organisation and its beneficiaries.

The Role and Responsibilities of Founding Members (Trustees)

Before you even begin compiling your list, it is vital that you and your potential trustees understand their significant roles and responsibilities. These are not merely nominal positions; they carry substantial legal and ethical obligations.

Key Responsibilities Include:

• Fiduciary Duty: Trustees must act in the best interest of the organisation and its beneficiaries, always prioritising the organisation's mission over personal gain.
• Prudent Management of Assets: They are responsible for safeguarding and managing the organisation's assets (money, property, etc.) wisely and in accordance with the constitution and relevant laws.
• Compliance: Ensuring the organisation complies with its constitution, the Companies and Allied Matters Act (CAMA) 2020, and all other relevant Nigerian laws and regulations.
• Strategic Direction: Providing leadership, setting strategic goals, and overseeing the implementation of the organisation's vision and mission.
• Financial Oversight: Ensuring proper financial records are kept, audited annually, and submitted to the CAC as required.
• Accountability: Being accountable to the members of the organisation, the public, and regulatory bodies for the organisation's operations.

Legal Requirements and Eligibility Criteria for Trustees

The Corporate Affairs Commission (CAC) has specific requirements that every individual proposed as a trustee must meet. Failing to meet these criteria will lead to rejection of your registration application.

Who Can Be a Trustee?

1. Minimum Age: Every trustee must be at least 18 years old.
2. Sound Mind: They must be of sound mind, meaning they are mentally capable of understanding their responsibilities and making rational decisions.
3. Solvency: They must not be an undischarged bankrupt. This means they should not have been declared bankrupt and have not yet been released from their bankruptcy obligations.
4. Criminal Record: They must not have been convicted of an offence involving fraud or dishonesty within five years of the proposed appointment.
5. Statutory Declaration: Each trustee is required to make a statutory declaration attesting to their eligibility and commitment to the organisation's objectives.

Number of Trustees Required:

• Minimum: An Incorporated Trustee must have a minimum of two (2) trustees.
• Maximum: There is no strict maximum number, but it is advisable to have a manageable number (e.g., 3 to 7) to ensure efficient decision-making and governance. Too many trustees can make meetings and decision-making cumbersome.

Step-by-Step Guide: Preparing Your List of Founding Members

Follow these systematic steps to ensure you prepare a comprehensive and compliant list of founding members for your Incorporated Trustees registration.

Step 1: Clearly Define Your Organisation's Vision, Mission, and Objectives

Before selecting individuals, be absolutely clear about what your organisation aims to achieve. This clarity will guide you in identifying individuals whose skills, experience, and passion align with your goals. For instance, a health-focused NGO might seek medical professionals, while an educational charity might look for academics or educators.

Step 2: Identify Potential Candidates Who Align with Your Vision

This is where you start brainstorming and reaching out to individuals. Look for people who:

• Share Your Passion: They should genuinely believe in the cause your organisation stands for.
• Possess Relevant Expertise: Do they have skills in finance, law, project management, community development, fundraising, or the specific sector your NGO operates in? A diverse skill set among trustees is a significant asset.
• Demonstrate Integrity and Good Character: This is non-negotiable. Trustees will be managing funds and representing your organisation, so their reputation is crucial.
• Are Committed and Available: Being a trustee requires time and dedication. Ensure potential candidates understand this commitment.
• Have a Strong Network: Individuals with good networks can open doors to partnerships, funding, and support.

Step 3: Conduct Thorough Due Diligence on Potential Trustees

Once you have a preliminary list of candidates, it's time to verify their suitability against the CAC's legal requirements and your organisation's ethical standards.

1. Verify Age: Confirm they are at least 18 years old.
2. Confirm Mental Capacity: While not always a formal check, observe their ability to understand and engage in serious discussions.
3. Bankruptcy Check: Ask directly if they have ever been declared an undischarged bankrupt. For significant organisations, a credit check might be considered, though not legally mandated by CAC.
4. Criminal Record Check: Ask if they have any convictions related to fraud or dishonesty within the last five years. While CAC does not require a police report initially, this is a crucial ethical consideration for your organisation's reputation.
5. Conflict of Interest Assessment: Discuss any potential conflicts of interest they might have with the organisation's activities.

Step 4: Obtain Formal Consent and Commitment from Each Trustee

After due diligence, formally invite each selected individual to be a trustee. During this invitation, clearly articulate:

• The organisation's mission and vision.
• Their expected roles and responsibilities.
• The time commitment involved (e.g., number of meetings per year).
• Their legal and fiduciary duties.

It is crucial that each trustee provides their explicit consent to serve. This consent will typically be captured in a formal document or declaration.

Step 5: Gather All Required Personal Information and Documentation

This is a critical administrative step. For each trustee, you will need to collect the following detailed information and documents:

• Full Names: As they appear on their official identification documents.
• Residential Address: Current and verifiable.
• Occupation: Their current profession.
• Phone Number: Active mobile number.
• Email Address: Active email address.
• Means of Identification: A clear, legible copy of a valid government-issued ID (e.g., National Identity Card/NIN Slip, International Passport, Driver's License, Voter's Card).
• Signature: A clear specimen signature.
• Passport Photograph: Recent, clear passport-sized photograph.

Step 6: Prepare the Trustee Declaration Form/Affidavit

Each proposed trustee must sign a Statutory Declaration (often in the form of an affidavit sworn before a Commissioner for Oaths or Notary Public). In this declaration, they will affirm that:

• They are not less than 18 years old.
• They are of sound mind.
• They are not an undischarged bankrupt.
• They have not been convicted of an offence involving fraud or dishonesty within five years of the application.
• They are willing to serve as a trustee for the organisation.
• They will uphold the organisation's constitution and objectives.

This document is a mandatory part of the CAC registration submission.

Step 7: Draft the Organisation's Constitution (Governing Document)

While preparing the list, remember that the names of the initial trustees will be enshrined in your organisation's constitution. This document outlines the rules for governance, including:

• The organisation's name, aims, and objectives.
• Membership criteria (if any).
• How trustees are appointed, removed, and replaced.
• Meeting procedures.
• Financial management rules.
• Dissolution procedures.

Ensure the constitution clearly defines the roles and responsibilities of the trustees, mirroring the understanding you've established with them.

Step 8: Organise the List for CAC Submission

The final list of trustees, along with all supporting documents, must be meticulously organised for submission to the CAC. Typically, this involves:

• A clear tabular presentation of each trustee's details.
• Attaching copies of their IDs, passport photographs, and signed statutory declarations.
• Ensuring all documents are properly scanned and legible for online submission.

Key Considerations When Finalising Your Trustee List

Beyond the basic legal requirements, here are additional points to ponder for a strong and sustainable board of trustees:

Diversity of Skills and Experience

A board composed of individuals with varied backgrounds (e.g., legal, financial, administrative, community relations, sector-specific expertise) will be better equipped to handle the multifaceted challenges and opportunities your organisation will face.

Independence and Objectivity

While trustees should be passionate about the cause, it's also beneficial to have individuals who can offer independent and objective perspectives. Avoid having too many trustees who are closely related or have significant financial ties to each other, as this can lead to conflicts of interest or a lack of independent oversight.

Succession Planning

Consider the long-term sustainability of your organisation. How will trustees be replaced when they retire, resign, or become incapacitated? Your constitution should clearly outline the process for appointing new trustees to ensure continuity and prevent future crises.

Commitment to Active Participation

Ensure your trustees understand that their role is not merely honorary. They are expected to actively participate in meetings, contribute to discussions, and champion the organisation's cause. A board of disengaged trustees can cripple an organisation.

Reputation and Public Perception

The reputation of your trustees will, to a large extent, be the reputation of your organisation. Choose individuals whose public standing is beyond reproach, as this enhances credibility and trust, especially when seeking partnerships or funding.

Common Pitfalls to Avoid

Many aspiring non-profits encounter challenges during the trustee selection and registration process. Being aware of these can help you avoid them:

• Insufficient Number of Trustees: Submitting an application with less than the minimum two trustees will lead to immediate rejection.
• Ineligible Trustees: Including individuals who do not meet the age, sanity, solvency, or criminal record criteria.
• Incomplete Documentation: Missing IDs, unsigned declarations, or illegible documents are frequent causes of delays.
• Lack of Trustee Commitment: Trustees who are not fully committed can lead to governance issues down the line, affecting the organisation's effectiveness.
• Vague Objectives: An unclear mission makes it difficult to select appropriate trustees and can also be a red flag for the CAC.
• Ignoring the Constitution: Not aligning the trustee selection and governance structure with the proposed constitution.

Required Information and Eligibility Checklist for Each Founding Trustee

To assist you in gathering and verifying the necessary details, here is a helpful checklist:

Conclusion

Preparing a list of founding members for your Incorporated Trustees registration is more than just fulfilling a legal requirement; it is about laying a solid foundation for the future success and sustainability of your non-profit organisation. By meticulously following these steps, conducting thorough due diligence, and selecting individuals who are not only legally compliant but also deeply committed and capable, you position your organisation for impactful service and enduring legacy.

At BusinessHelp CONSULT, we are dedicated to helping you navigate every step of this journey, ensuring your registration process is smooth, compliant, and successful. Should you require further assistance or clarification, do not hesitate to reach out to us.